On October 14, 2026, FDCTech, Inc. filed a current report revealing that on October 6, 2026, it signed two share purchase agreements to acquire Larstal Limited (England and Wales) and Larstal Denmark ApS, both FCA- and DFSA-authorized electronic money institutions, for a combined base purchase price of $2,350,000.
- Two acquisitions finalized: FDCTech entered separate share purchase agreements to acquire all issued shares of Larstal Limited (6,217,752 ordinary shares) and Larstal Denmark ApS (4,895,729 ordinary shares).
- Total base price of $2,350,000: Each agreement has a base purchase price of $1,175,000, payable through structured installments including deposits, regulatory submission fees, and monthly interim payments of $60,000 per agreement.
- Non-refundable payments: Deposits, execution fees, and interim payments are non-refundable once paid, even if completion fails or FCA or DFSA deny approval for the change in control, except in cases of seller fraud.
- Regulatory approval required: Completion of the UK SPA is contingent on FCA approval of the change in control under Part XII of the U.K. Financial Services and Markets Act 2000, a non-waivable condition.
- Ongoing FCA review of subsidiary: FDCTech’s subsidiary, Alchemy Prime Limited, is subject to a voluntary FCA requirement and an ongoing skilled person review under section 166 of FSMA initiated on October 24, 2025, which may influence the FCA’s assessment of the Larstal UK change in control application.
- 12-month termination clause: Either party may terminate the respective SPA if completion does not occur within 12 months from October 6, 2026.
FDCTech’s Strategic Acquisition of Larstal UK and Denmark Electronic Money Institutions
According to the filing, FDCTech, Inc. executed two related share purchase agreements on October 6, 2026, to acquire Larstal Limited, a private limited company incorporated in England and Wales authorized by the U.K. Financial Conduct Authority as an electronic money institution under the U.K. Electronic Money Regulations 2011, and Larstal Denmark ApS, a Danish private limited company authorized by the Danish Financial Supervisory Authority (Finanstilsynet) as an electronic money institution under the Danish Payments Act. Larstal Denmark is currently a wholly owned subsidiary of Larstal UK.
The filing identified the UK sellers as Sergio Enrique Fogel Kaplan and Andres Bzurovski Bay, who collectively own all issued share capital of Larstal UK. AstroPay Global Holdings, a Cayman Islands company, acts as guarantor under both SPAs, assuming primary obligor responsibilities. The economic terms of both SPAs are substantially identical. Prior to completion, FDCTech will make aggregate payments totaling $235,000 upon SPA execution, an additional $235,000 upon submission of change in control applications, and monthly interim payments of $120,000 combined. Upon completion, further payments equivalent to each target company’s regulatory own funds requirement will be made, alongside a post-completion cash adjustment mechanism.
The report also disclosed that FDCTech’s subsidiary Alchemy Prime Limited has accepted a voluntary FCA requirement on its Part 4A permission and is undergoing an ongoing skilled person review. The first two phases of the three-phase review are complete, though the report on the second phase has not yet been received. The third phase, which examines APL’s onboarding of six clients, remains open. FDCTech stated it “cannot predict the outcome of the skilled person review or its impact on the timing or result of the FCA’s assessment” of the Larstal UK change in control application. The company must submit change in control applications to both the FCA and DFSA within 14 days following SPA execution.
Summary of FDCTech’s Disclosure
FDCTech, Inc. announced entering into two share purchase agreements to acquire Larstal Limited and Larstal Denmark ApS for a combined base price of $2,350,000, subject to FCA and DFSA regulatory approvals, structured installment payments, and an ongoing FCA review of its subsidiary Alchemy Prime Limited.